A. B., being duly sworn, says, that he is one of the general partners of the within-named partnership, and that the amount of money contributed by each of the within-named special partners to the common stock thereof, is as follows: E. F., dollars, G. H., dollars, which said amounts have been actually and in good faith contributed and applied to the same. A. B. Subscribed and sworn to before me this day of, A. D. —. J. P., Justice of the Peace. Affidavit-Petition.

Subscribed and sworn to before me this day of - A. D.

J. P., Justice of the Peace.

Affidavit-Signature.
See SIGNATURE.

Of witness, deceased or absent, to a conveyance, etc.
State of
county, ss.

day of

Be it remembered, that on the A. D., before me, the undersigned, O. R., a --, in and for said county, personally appeared (or came) E. T., who being duly sworn (or affirmed), deposes and says:

That S. W., one of the subscribing witnesses to the within is (now absent from this State, or deceased), etc.

That he has frequently (and between the day of ... and the- day of seen said S. W. write. That he is well acquainted with the handAriting of said S. W.

That (he verily believes that) the name of said S. W., signed to the same as one of the attesting witnesses, is the individual and proper_handwriting of said S. W. E. T.

Subscribed and sworn to, etc.
Affidavit-Sureties.
State (or Commonwealth) of

county, ss. We, the undersigned, sureties on the within (or annexed) undertaking, do solemnly swear that we are residents of said county and State, and that we are each of us severally worth dollars beyond the amount of our debts, exemptions, and liabilities, and have property therein subject to execution equal to said sum. So help us God.

S. R. T. Y.

Subscribed and sworn to before me, this day of, A. D.

(Signature and official title.)

Affiliation. See CHILDREN.

Affirmation. See PRACTICE.

Affirmative. See ISSUE; PRACTICE.

Affirmative Pregnant. See PLEADING.
Affray. See CRIMINAL LAW.

Affreightment. See MARITIME LAW.
Aforesaid. See PRACTICE.

Aforethought. See CRIMINAL LAW.

q-Prof. Parker Lect. 1851. r- Liverm. Ag. 6, 614. S-2 Kent. Comm. 614. t-1 Liverm. Ag. 44; Paley Ag. 172; Co. Litt. 207 a.; Story Ag. (4th ed.) 102; Broom Max. 715; 2 Bouv. Inst. 25; 4 Id. 26; 8 Wheat. 363; 7 Exch. 726; 10 Id. 845; 9 C. B. 532,607; 14 Id. 53. Paley Ag, 31; 1 Liverm. Ag. 49, 50, 396; Story Ag. 2 258; 12 Johns. 300; 5 Cow. 281; 4 Wash. C. C. 549; 14 S. & R. 30. v-Story Ag. 17; 21 Wend. 279; 9 N.

Against the Form of the Statute, etc. See CRIMINAL LAW.

Against the Will. See CRIMINAL LAW.
Age. See PERSONAL RELATIONS.

AGENCY. See ASSIGNMENT; ATTORNEYS; CONTRACTS; PARTNERSHIP.

AGENCY is a relation between two or more persons, by which one party, usually called the agent or attorney, is authorized to do certain acts for, or in relation to the rights of property of, the other, who is denominated the principal, constituent, or employer. The business of the agency may concern either the property of the principal, of a third person, or of the principal and a third person, or of the principal and the agent, but must not relate solely to the business of the agent. A contract in relation to an illegal or immoral transaction cannot be the foundation of a legal agency."

The agency must be antecedently given, or subsequently adopted; and in the latter case there must be an act of recognition, or an acquiescence in the act of the agent, from which a recognition may be fairly implied. If, with full knowledge of what the agent has done, the principal ratify the act, the ratification will be equivalent to an original authority, according to the maxim, "subsequent ratification is equivalent to prior command."t An intention to ratify may be presumed from the silence of the principal, who has received a letter from the agent, informing him of what has been done on his account."

The authority may be general when it extends to all acts connected with a particular business or employment; or special when it is confined to a single act." If the powers are special, they form the limits of the authority; if general, they will be more liberally construed, according to the necessities of the occasion and the course of the transaction.

W

The creation of an agency, when express, may be either by deed, in writing not by deed, or by a verbal delegation of authority. When the agency is not express it may be inferred from the relation of the parties and the nature of the employment, without proof of any express appointment. In most of the ordinary transactions of business the agency is either conferred verbally, or is implied from circumstances. But where the act is required to be done in the name of the principal by deed, the authority to the agent must also be by deed, unless the principal be present, and verbally or impliedly authorize the agent to fix his name to the deed,y

Adoption or Confirmation. As agency may be presumed from repeated acts of the agent, adopted and confirmed by the principal previously to the contract in which the question is raised, so such agency may be confirmed and established by a subsequent ratification; where H. 263; 3 Blackf. 436. W-2 Kent Comm. 612; 3 Chit. C. L. 104; 9 Ves. Ch. 250; 11 Mass. 27, 97, 288; 1 Binn. 450; 4 Johns. Ch. 667. X-2 Kent Comm. 613; 15 East, 400; 1 Wash. 19; 5 Day, 556. y-1 Liverm. Ag. 35; Paley Ag. 157; Story Ag. 22 49, 51; 5 Binn. 613; 1 Wend. 424; 9 ld. 54, 68; 12 Id. 525; 14 S. & R. 331 z-Holt, 278; 4 Campb. 88; 3 Esp. 60; 1 Gray*147.

b

A special agent is one authorized to de one or more special things, in pursuance of particular instructions, or within restrictions necessarily implied from the act to be done.c

A principal discharges his agent from responsibility for deviation from his instructions when he accepts the benefit of his act." He may reject the transaction altogether; and if he advanced money on goods which his agent purchased in violation of his authority he is not bound to return the goods to the agent when he repudiates the sale, but has a lien on them, and may hold them as the property of the agent. But he must reject the transaction at once, and decisively, as soon as fully acquainted with it. For, if he delays in doing this, that he may have his chance of making a profit, or if he perform acts of ownership over the property, he accepts it and confirms the doings of the agent.y

An agent is one who undertakes to transact some business, or manage some affair, for another, by the authority and on the account of the latter, and to render an account of it."

The term agent is one of a very wide application, and includes a great many classes of persons to which distinctive appellations are given, as factors, brokers, attorneys, cashiers of banks, auctioneers, clerks, supercargoes, consignees, ships' husbands, masters of ships, and the like.a

A general agent is one authorized to transact all his principal's business, or all his business of some particular kind, or at some particular place.

r-6 Man. & G. 242; 5 B. & C. 909; 13 East. 274: 12 M. & W. 226; 1 Br. & B. 282; 2 M. & Sel. 485; 5 Met. 192; 2 Q. B. 143; 5 East. 491; 14 Jur. 142. S-1 L. Raym. 224, 225; 11 Mod. 72; 13 Ga. 46; 21 Conn. 142. 627; 4 T. R. 211, 217; 18 Me. 436; 32 Q. B. 780; 9 Pet. 607; 8 Gil. & Johns. 248, 323; 7 Hill (N. Y.) 128; 6 Pick. 198; 26 Wend. 192. 1-14 Serg. & Rawle, 27; 8 How. 134; 10 Paige, 126; 16 Penn. 289; 1 Gray, 139. u-2 Stra. 859; 4 T. R. 211; 7 East. 164; 7 B. & C. 319; 1 Scott N. R. 685; 13 N. H. 145; 1 Comst. 447; 8 Pick. 56; 19 Id. 300; 23 Vt. 565; 9 Ga. 70; 2 La. An. 375, 324; 5 Esp. 77; 4 Tyr. 485; 7 B. & C. 310; 12 Johns. 300; 4 Mason, 206. V-2 Freem. 48; 1 B. & C. 186. wto East. 158; 2 Ves. Sen. 644; Ambl. 740; 1 J. J. Marsh. 285-294; Sugden Pow. ch. 9,8; 5 Yerger, 71; 1 Smedes & M. 17; 1 Cr. & J. 316. X-1 Ves. Sen. 510; 7 Ves. 240-247. y-1 B. & C. 186; Ves. Sen. 509. Z-1 Liverm. Ag. 67: 2 Bouv. Inst. 3. a-The terms "agent" and 'attorney are often used synonymously. Thus, a letter or power of attorney is constantly spoken of as the formal instrument by which an agency is created.-Paley Ag. (Dunlap's ed.) 1 n. b-But it is not always easy to find a precise rule which determines with certainty between these two kinds of agency. A manufacturing corporation may authorize A to purchase all their cotton, and he is then their general agent for this special purpose, or to purchase all the cotton they may have occasion to buy in New Orleans,

The importance of the distinction lies in the rule, that if a special agent exceeds his authority, the principal is not bound; but if a general agent exceeds his authority the principal is bound, provided the agent acted within the ordinary and usual scope of the business he was authorized to transact, and the party deal

ceeded his authority. Any specific authority must be strictly pursued; as, for example, one known to be the agent to settle claims, and with specific authority to this effect, cannot be supposed to have authority to commute them.s The general rule is, as to the public, that the authority of a general agent may be regarded by them as measured by the usual extent of his employment.h

APPOINTMENT. An agent, generally, may be appointed by parol, and so authorized to do anything which does not require him to execute a deed for his principal. He may be authorized by parol to make and sign contracts in writing, and may be authorized without writing to make even those contracts which are not binding upon his principal unless in writing signed by him. A parol ratification is equivalent to an original authority. An authority is presumed or raised by implication of law, on the ground that the principal has justified the belief that he has given such authority, in cases where he has employed a person in his regular employment, as, where one sends goods to an auctioneer, or to a common repository room for sale, the bailee has an implied authority to sell. Such presumptions frequently arise in the case of a wife," or of a domestic servant," or of a son who has been permitted for a considerable time to transact a particular business for his father, as to sign bills, etc. It must be remembered,

and then he may be called their general agent for this special purpose in that place. Or to purchase the cargoes that shall come from such a plantation, or shall arrive in such a ship or ships, or five hundred bales of cotton, and then he would be regarded as their particular agent for this particular transaction. C-41 Ind. 288. d-3 M. & W. 178; 7 Id. 427; 8 Id. 505; 1 Esp. 111; 2 Cr. & M. 391; 4 M. & W. 155; 5 Id. 645; 1 Y. & J. 457; Ambl. 495; 21 Penn. St. 507; 13 N. H 538; 24 How. 536. e-12 C. L. & F. 248-273; 10 Mod. 199; Malloy B. ch. 10, 27. f-4 La. An 409; 4 H. & N. (Exch.) 851. g-1 Wash. C. C. 454; 11 Barb. 652; 7 B. & C. 283; 5 M. & W. 235; 5 Bing. 442; 1 Taunt. 347: 7 M. & W. 157; 1 V. & Coll. 394; 1 East. 335; 5 B. & Ald. 204; 6 T. R. 591; 2 H. Bl. 618; 11 Gratt 269; Id. 281; 4 Esp. 114; 13 Mass. 178; 1 Pick. 215; 17 Mass. 58 4 Watts, 222; 10 Johns. 114; 4 La. An. 409; 7 M. & W. 595. h-15 East. 38: Id. 400; 26 Vt. 11. i-2 Kent Com. 612; 9 Cl. & F. 818, 850; 5 Taunt. 307; 14 S. & R. 331; 5 Mass. 11; 5 Binn. 613. j-8 Pick. 9; Binn. 450; 1 Sch. & L. 22; 9 Ves. 234-250. By a provision of the Statute of Frauds, an agent to assign or grant any lease, estate, or interest of, in, or out of lands, exceeding one year in duration, must be authorized thereto in writing. -4 Bing. 722. 1-16 Barb. 72; 2 Mich. 109; 26 E. L. & E. 536. m-15 East. 38. n-7 Bingh. 565; 3 M. & W. 505; 2 C. R. & J. 493: 3 Nev. & M. 422; 8 C. & P. 506; 22 Q. B. 460. 0-5 Esp. 75; 2 M. & W. 181. p-2 Stark. 368.

1

however, that an agent employed for a special purpose derives from this no general authority from his principal.a

Many persons who are disqualified from acting for themselves, such as infants, aliens, outlaws, and others, may yet act as agents in the execution of a naked authority. Persons non compos mentis cannot be agents for others; nor can a person act as agent in a transaction wherein he has an adverse interest or employment. And whenever the agent holds a fiduciary relation he cannot contract with the same general binding force with his principal as when such relation does not exist.t

Del Credere Commission is one under which an agent, in consideration of an additional premium, engages to insure to his principal not only the solvency of the debtor but the punctual discharge of the debt, and he is liable, in the first instance, without any demand from the debtor."

AUTHORITY is the lawful delegation of power by one person to another.

Express authority is that given explicitly, either in writing or verbally.

Implied authority is that which the conduct of person possessing the power warrants, and which the law presumes.

General authority is that which authorizes the agent to do everything connected with a particular business.▾

Special authority is that which is confined to an individual transaction.w

Limited authority is that where the agent is bound by precise instructions.

Unlimited authority is that where the agent is left to pursue his own discretion.

Authority coupled with an interest is an authority given to an agent for a valuable consideration, or which forms a part of a security.

Naked authority is that where the principal delegates the power to the agent wholly for the benefit of the former.

The right on the part of the agent to act is termed his authority or power. In some instances the authority or power must be exercised in the name of the principal, and the act done is for his benefit alone. In others, it may be executed in the name of the agent, and if the power is coupled with an interest on the part of the agent, it may be executed for his own benefit.y

q-15 M. & W. 517; 16 Law J., C. P. 240; 3 Exch. 268 5 Sanf. 121. r-1 Liverm. Ag. 32; Co. Litt. 252, a; Story Ag. 1. S-2 Ves. Ch. 317; 11 Clark & F. Ho. L. 714: 3 Beav. Rolls 783; 2 Campb. 203; 2 Chitty Bail. 205; 30 Mc. 431; 24 Ala. (N. S.) 358; 3 Denis, 575; 19 Barb, 595; 20 Id. 470; 6 La. 407; 7 Watts, 472. t-Paley Ag. 33-38; Story Ag. 29: 1 Liverm. Ag. 416-433; 1 Story Eq. Jur. 308, 328; 4 Mylne & C. 134; 14 Ves. Ch. 290; 3 Sumn. C. C. 476; 2 Johns. Ch. 251; 11 Paine Ch. 538; 5 Me. 420;

Pick. 198; 4 Conn. 717; to Pet. 269. - T. R. 112; Paley Ag. 39; Parsons' Contr.; Story Ag. v-Story Ag. 217. It empowers him to bind his employer by all acts within the scope of his employment; and it cannot be limited by any private order or direction not known to the party dealing with him. Paley Ag. 199-201. W-Story Ag. 19; 5 East. 400, 108; 6 Cow. 354. Such authority does not bind the employer, unless it is strictly pursued; for it is the business of the party dealing with the agent to examine his authority; and, therefore, if there be any qualification

Construction of. An authority is to be so construed as to include, not only all the ne cessary and proper means of executing it with effect, but also all the various means which are justified or allowed by the usages of trade.

Delegation of. All persons, not under legal disability, may delegate to another authority to act for them in a matter which is lawful, and otherwise capable of being delegated. But when a bare power or authority has been given to another, the latter cannot, in general, delegate that authority, or any part of it, to a third person, for the obvious reason, that the principal has relied upon the intelligence, skill, and ability of his agent, and cannot have the same confidence in a stranger. A power to delegate his authority may, however, be given to the agent by express terms of substitution; and sometimes such power is implied, us in the fol lowing cases: First. When, by the law, such power is indispensable in order to accomplish the end proposed, as when goods are directed to be sold at auction, and the law forbids such sales except by licensed auctioneers.d Second. When the employment of such substitute is in the ordinary course of trade, as where it is the custom of trade to employ a ship-broker, or other agent, for the purpose of procuring freight, and the like. Third. When it is understood by the parties to be the mode in which the particular thing would or might be done. Fourth. When the powers thus delegated are merely mechanical in their nature.g

An authority may be delegated by deed for any purpose whatever; for whenever an authority by parol would be sufficient, one by deed will be equally so. When the authority is to do something, which must be performed through the medium of a deed, then the authority must also be by deed, and executed with all the forms necessary to render the instrument perfect; unless, indeed, the principal be present, and verbally or impliedly authorize the agent to fix his name to the deed; as, if a man be authorized to convey a tract of land, the letter (or power) of attorney must be by deed.

But

a written authority is not required to authorize an agent to sign an unsealed paper; or a contract in writing not under seal, even where a statute makes it necessary that the contract, in order to bind the party, shall be in writing, unor express restriction annexed thereto, it must be observed, otherwise the principal is discharged. Paley Ag. 202. X-A naked authority may be revoked; an authority coupled with an interest is irrevocable. yProf. Parker Lect. 1857; 1 Domat. b. 1 tit. 15; Introd. Story Ag. 23; see post, tit. "Attorneys." Z-Story Ag. 2258, 60; 1 Liverm. Ag. 103, 104; 6 S. & R. 146; 10 Wend. 218; 11 Ill. 177. a-Com. Dig. Atty. c. 1; 9 Co. 75,b; Story Ag. 26. b-Story Ag. 213; 1 Liverm. Ag. 54, 66; 2 Kent. Comm. 633; 5 Pet. 390; 3 Story C. C. 411, 425; McMull. 453; 15 Pick. 303, 307; 26 Wend. 485; 11 Gill & J. 58; 5 Ill. 127, 133. e-1 Liverm. Ag. 54, 56; Hill, 505. d-6 S. & R. 386. e-2 M. & S. 301; 2 B. & P. 438; 3 Johns. Ch. 167, 178; 6 S. & R. 386. f-3 Chitty C. L. 206; 9 Ves. Ch. 234, 251, 252; 1 M. & S. 484: 2 Id. 301, 303, n. g-1 Hill, 501; Bunb. 166; Sugden Prs. 176. h-1 Liverm. Ag. 35: Paley Ag. (Lloyd Ed.) 157; Story Ag. 49, 51; 3 Chitty C. L. 195: 1 Binn. 613; 14 S. & R. 331; 2 Pick. 345: 5 Mass. 11. Wend. 424; 9 Id. 54, 68; 12 ld. 525; 11 Ohio, 223.

5

less the statute positively requires that the authority shall also be in writing."

For most purposes the delegation may be in writing, not under seal, or verbally, or by the mere employment of an agent; cr it may be implied from the conduct of the employer, in sanctioning the credit to a person acting in his name. When, however, the act is required to be done under seal, the delegation mast also be under seal, unless the principal is present and verbally or impliedly authorizes the act.'

Dissolution of. In general, an authority is revocable from its nature, unless it is given for a valuable consideration, is part of a security, or coupled with an interest." It may, in general, be revoked at any moment before the actual exercise of it; and a revocation may be express or implied.

W

The authority may be renounced by the agent before any part of it is executed, or when it is in part executed. If, by the express terms of the commission, the authority of the agent be limited to a certain period, it will manifestly cease as soon as that period has expired. The authority of the agent is, by the fact itself, positively determined by the completion of the purpose for which it was given.

Extent. The authority of an agent, unless the contrary clearly appears, is presumed to include all the necessary and usual means of executing it with effect. Where, however, the whole authority is conferred by a written instrunent, its nature and extent must be ascertained from the instrument itself, and cannot be enlarged by parol evidence.

Generally, in private agencies, when an thority is given by the principal to two or hore persons to do an act, and no several aathority is given, all the agents must concur in doing it, in order to bind the principal, though one die or refuse. The words "jointly and severally," and "jointly or severally," have been construed as authorizing all to act jointly, or each one to act separately, but not a: authorizing any portion of the number to do the act jointly. But where the authority is so worded that it is apparent the principal intended to give power to either of them, an execution by a part will be valid. And generally, in commercial transactions, each one of several agents possesses the whole power. For exam

r-Paley Ag. (Lloyd Ed.) 161; 2 Kent Comm. 613,614; Story Ag. 250; 1 Chitty C. L. 213; 6 Ves. Ch. 250; 8 Ired. 74. S-Paley Ag. 2, 161. t-Story Ag. 251; 5 Cush. 483. -Story Ag. 476, 477: Liverm. Ag. 303, 309; Paley Ag 184, 185; 2 Kent Comm. 643; 2 Mass. C. C. 244, 342. V-See tit. Agents. w Story Ag. 478; Story Bailm.202. X-1 Liverm. Ag. 105; Story Ag. 2 58, 85, 86; 5 Bingh. 442; 2 H. Bl. 618; 10 Wend. 218; 6 S. & R. 146; 11 Ill. 177: 9 Met. (Mass.) gr: 22 Pick. 85; 15 Miss. 365: 9 La. 387; 11 N. H. 424; 6 Ired. 252; 10 Ala. (N. S.) 386; 21 ld. 488; 1 Ga. 418: 1 Sneed, 497: 8 Humph. 509; 15 Vt. 155; 2 McLean C. C. 543; 8 How. 441. y-Story Ag. 22 76, 79; Paley Ag. (Lloyd's Ed.) 179, n. 5; 1 Taunt. 347: 5 B. & Ald. 204; 7 Rich. 45: 1 Pet. 264: 3 Cranch. 415. Z-7 N. H. 253; I Dougl. (Mich.) 119; 11 Ala. (N. S.) 755; 1 Bos. & P. 229; 3 T. R. 592. a-Paley Ag. 177; Story Ag. 42; 3 Pick. 322: 2 Id 345: 6 Id. 198; 12 Mass. 185; 23 Wend. 324; 5 Johns. 39: 9 W. & S. 56; 10 Vt. 532; 12 N. H. 226; 1 Gratt. 26. b-Paley Ag. (Lloyd's Ed.) 177, note.

ple, on a consignment of goods for sale to two factors (whether they are partners or not) each of them is understood to possess the whole power over the goods for the purposes of the consignment. In public agencies an authority executed by a majority will be sufficient.

h

Where a principal has held one out as his general agent, or authorized parties to so regard him by continued acquiescence and confirmation, the principal cannot limit or qualify his own liability by instructions, or limitations given by him to his agent, and not made known in any way to parties acting with such agent.1 And where an agent is employed to transact some specific business, and only that, yet he binds his principal by such subordinate acts as are necessary to, or are usually and properly done in connection with the principal act, or to carry the same into effect. And he has a reasonable discretion as to the execution of his authority. But an agent is not at liberty to exercise this discretion in the choice of a mode of performing the duty imposed on him, if some other mode, and that only, is fixed either by usage or by the orders of his principal, if he is a general agent; or if he is a particular agent, by the principal's orders alone; for then he must adopt the very mode and no other. An authority to sell does not carry with it authority to sell on credit, unless such be the usage of the trade; but if there be such usage, then the agent may sell on credit, unless specially instructed and required to sell only for cash. And if he sells for credit, having no authority to do so, he becomes personally responsible to his principal for the whole debt. So is he also if he blends his accounts of his principal with his own, or takes a note payable to himself. Where the authority is oral and is known to the party dealing with the agent, usage may enlarge and affect the authority or contract; but usage has not this power where the whole authority is in writing, and this is known to the party dealing with the agent,m for such instrument must be strictly followed." If an agent to whom goods are intrusted for a particular purpose, sell the same to a person, or in a manner not within the scope of his authority, the principal may disaffirm the sale and recover the goods of the vendee, if he has not justified the vendee in believing the e-Co. Litt. 49, b; Dyer, 62; 5 B. & Ald. 628. d-1 Liverm. Ag. 79; Story Ag. 44; 3 Wils. 94, 114; 20 Pick. 59; 24 Id. 13. e-1 Co. Litt. 181, b Com. Dig. Atty. c. 15; Bac. Abr. Authority C; 1 T. R. 592. f-15 East. 38: Id. 400; 22 Wend. 348; 10 N. H. 538; 1 Met. 193; 10 Mod. 109; 5 Esp. 64; 1 Id. 350; 11 How. Pr. 80; 15 Penn. 172; 18 Id. 224; 7 M. & W. 151. g-6 M. & W. 461; 5 Esp. 75; 5 Bing. 442; 4 Campb. 163; 15 M. & W. 489; 17 Ill. 177; 1 Sneed. 497; 5 Hill (N. Y.) 16; 12 Q. B. 765; 1 Exch. 475. h-3 M'Lean, 156; 1 Woodb. & M. 76, 89. i-Ambl. 495; 7 M. & W. 595. j-12 Mod. 514; 1 Camp. 258; 6 Johns. 69; 5 Cowen, 473: 1 Bay, 294; 26 Wend. 223; 7 Rich. L. 525; i Greenl. 172, 179. K-1 Nott & M'Cord, 517; 4 Dallas,

389; 12 Mod. 514; 1 Campb. 258; 3 B. & Ald. 616; 3 Foster (N. H.) 360; 2 Stra. 1178; 5 T. R. 604; 5 Ves. 211: 5 Johns. Ch. 417; 20 Ala. 578. 1-1 Dev. & B. 291; 1 Wash. C. C. 194, S. C. 445; 5 Leigh. 456; 7 Mass. 36; 6 Cowen, 181. m-7 B. & C. 278, S. C, 1 Man. & R. 66; 1 Pet. 264. n-26 Wend. 192.

authority of the agent. If the principal sells goods by an agent, and the agent makes a material misrepresentation which he believes to be true, and his principal knows to be false, this is the falsehood of the principal, and avoids the sale.P The acts of an authorized agent are the acts of the principal.

Exercise of. An agent who has bare power or authority, from another, to do an act, must execute it himself, and cannot delegate his authority to a sub-agent; for the confidence being personal, it cannot be assigned to a stranger. But the principal may, in direct terms, authorize his agent to delegate the whole, or any portion of his authority to another; or the power to appoint a sub-agent may be implied, either from the terms of the original authority, from the ordinary custom of trade, or from the fact that it is indispensable in order to accomplish the end.

When the authority is special, it must, in general, be strictly pursued, or it will be void, unless the variance be merely circumstantial; t as, if it be to do an act upon condition, and the agent does it absolutely, it is void; and vice versa. If the person do less than the authority committed to him, the act is void; but if he does that which he is authorized, and more, it is good or that which is warranted, and void for the "est. Both of these rules, however, rave many exceptions and limitations." An authority given, by the act of the principal, to two or more persons, cannot be executed by one, though one die or refuse; it being in such case construed strictly, and understood to be joint, and not several.w And an authority given to three, jointly and severally, is not, in general, well executed by two; but it must be done by one, or by all. These rules apply to an authority of a private nature, saving in commercial transactions, which form an exception. Where, however, the authority is of a public nature, it may be executed by a majority.y

Where an agent is authorized to make a contract for his principal in writing, it must, in general, be personally signed by him. It is a rule, that an act done under a power of attorney must be done in the name of the person who gives the power, and not merely in the attorney's name, though the latter be described as attorney in the instrument; but it matters not in what words it is done, if it sufficiently appear to be in the name of the principal.b

0-3 Pick. 495; 5 Cush. 442. p-3 Campb. 506; 6 M. & W. 386: Id. 358; 33 Q. B. 58, 68; 21 Vt. 129; 7 Gratt.

2. q-4 Kas. 397. r-Story Ag. 13; Liverm. 54-66; 2 Kent Comm. 633. S-1 Liverm. Ag. 55; Paley Ag. (Dunlap Ed.) 175: Story Ag. 14; 9 Ves. Ch. 234, 251, 252. t-Co. Litt. 49 b, 181 b, 303 b: 6 T. R. 501; 2 H. Bl. 623. n-Paley Ag. 178, 179. v-Id. 177; Co. Litt. 112 b. 181 b. W Story Ag. 42; 3 Pick. 232; 2 Id. 345; Id. 198; 12 Mass. 185; 6 Johns. 39: 23 Wend. 324; 10 Vt. 532; 12 N. H. 226; 9 W. & S. 56. x-Co. Litt. 181 b; Bac. Abr. Authority C: 1 B. & P. 229, 234; 3 T. R. 592. y-24 Pick. 13: 9 Watts, 466; 9 S. & R. 99. Z-Story Ag. 146: 3 Merch, R. 237: 1 Younge &

387; 3 Mer. Ch. 235, 251, 252. a-Story Ag. 147; 11 Mass. 27, 29: 12 Id. 173, 175; 16 Pick. 347. 350, 22 Id. 158, 161; 8 Met. (Mass.) 442; 7 Wend. 68; 10 Id. 87171; 9 N. H. 263, 269, 270. b-For "A. B." (the princi

The strict rule of law in this respect applies, however, only to sealed instruments; and the rule is further modified, even in such cases where the seal is not essential to the validity of the instrument.

An authority must be exercised within the time limited.d

Instructions or orders given by a principal to his agent in relation to the business of the agency must be carefully complied with.

An agent with instructions is bound to regard them in every point; nor can he depart from them without making himself responsible for the consequences, unless he is justified by matter of necessity. If he has no instructions, or indistinct or partial instructions, his duty will depend upon the intention and understanding of the parties, which may be gathered from the circumstances of the case, and especially from the general custom and usage in relation to that kind of business. But he cannot defend himself by showing a conformity to usage, if he has disobeyed positive instructions. If loss issue from his disregard to his instructions, he must sustain it; if profit, he cannot retain it, but it belongs to his principal.

Justification of. The authority given must have been possessed by the person who delegates it, or it will be void; and it must be of a thing lawful, and be otherwise capable of being delegated, or it will not justify the person to whom it is given. This power is the authority by which one person (called the donor) enables another (called the donee) to do some act for him. It is derivative or inherent.

Powers-Derivative are those received from another. When coupled with an interest it is a right or authority to do some act, together with an interest in the matter on which the power is to be exercised. This kind of a power survives the person creating it, and in case of its excess in execution, renders the act valid so far as the authority extends, leaving it void as to the remainder only. Naked powers are those rights of authority disconnected from any interest of the donee in the subject-matter. Inherent or natural powers are those enjoyed by their possessors by natural right, not having been received from another. Such are the powers of a people to establish a form of government; of a father to control his children. The exercise of some of these powers are

pal), "C. D." (the attorney), is held sufficient: Story Ag. 153; 6 B. Mon. 612; 3 Blackf. 55; 7 Cush. 215. If B. signs "B. for A." this is the signature of B., and he is the contracting party, although he makes the contract at the instance, and for the benefit of A. But, if he signs "A. by B.," then it is the contract of A., made by him, through his instrument, B. e-Story Ag. 2 148, 154; Paley Ag. (Dunlap Ed.) 183, n; 8 Pick. 56; 17 Pet. 161. d-4 Campb. 279; Russell, Fact. & Brok. 313 e-Dig. 102; Kielw. 83; 5 Co. 80. f-1 Cowen, 645: 3 Cranch. 415-439; 1 Wash. C. C. 454; 3 Id. 51; 4 Id. 549: 3 Johns. Cas. 36; 3 Flor. 27; 1 Story, 43; 2 A. & E. 57; 4 Bing. 66-72; 3 Ired. L. 538; 7 Hill (N. Y.) 128. g-4 Binn. 361; 1 Liverm. Ag. 368. h-1 B. & Ad. 415: 10 A. & E. 27: 5 M. & W. 645: 4 Wash. C. C. 315: 12 Q. B. 765, 10 B. & C. 760. İ-4 Camp. 184; 1 Johns. Ch. 394: 11 Leigh. 213. j-8 Wheat. 203. K-3 Hill (N. Y.) 365.